Exhibit B-2(d)
                    SUPPLEMENTAL INSTRUCTIONS
                   PURSUANT TO TRUST AGREEMENT
                     OF RIVER FUEL TRUST #3
                     DATED FEBRUARY 20, 1989
                                                            No. 2


      These  Supplemental Instructions, dated February 13,  1998,
are  given  pursuant to the Trust Agreement dated as of  February
22,  1989,  as amended (the "Trust Agreement"), among  The  Chase
Manhattan  Bank, as Trustor, United States Trust Company  of  New
York,   as   Trustee  and  System  Energy  Resources,  Inc.,   as
Beneficiary  under  which River Fuel Trust #3 (the  "Trust")  was
formed.

      WHEREAS,  the Trust Agreement contemplates the delivery  by
the  Beneficiary to and acceptance by the Trustee of Supplemental
Instructions  with  respect  to the  execution  and  delivery  of
agreements,  acceptance of assignments of agreements  or  rights,
acquisition   of   properties  and  entering  into   of   certain
transactions by River Fuel Funding Company #3, Inc.,  a  Delaware
corporation (the "Company"), all of the capital stock of which is
owned  by  the  Trust in accordance with lawful requests  of  the
Beneficiary; and

      WHEREAS,  the Beneficiary now desires to give  Supplemental
Instructions to the Trustee as herein set forth;

      NOW,  THEREFORE,  the  Beneficiary hereby  gives,  and  the
Trustee  by  its signature hereto hereby accepts,  the  following
Supplemental Instructions: That the Trustee use its best  efforts
to   cause  the  Company  (a)  to  borrow  $25,000,000  aggregate
principal   amount  pursuant  to  two  Note  Purchase  Agreements
relating to Intermediate Term Secured Notes, 6.44% Series  C  Due
February  15, 2001 (the "Series C IT Notes"), and (b) to  perform
all  the Company's obligations and duties and to exercise all its
rights  under said Note Purchase Agreements.

       Section  1.   Definitions.   For  the  purpose  of   these
Supplemental Instructions, the capitalized terms used herein  and
not otherwise defined herein shall have the meanings set forth in
the Trust Agreement.

      Section 2.  Authorization and Direction to Use Best Efforts
to  Cause  the  Company  to Accept and/or  Execute  Documents  or
Rights.  The Trustee is hereby directed to cause the Company to:

           (i)   execute  and deliver the several  Note  Purchase
     Agreements  with  each of the Purchasers as  named  therein,
     relating to $25,000,000 original aggregate principal  amount
     of  Series  C IT Notes, substantially in the form  delivered
     herewith;

           (ii) execute and deliver to each Purchaser Series C IT
     Notes,  substantially  in  the form  and  in  the  principal
     amounts provided in the Note Purchase Agreements; and

           (iii)     perform all other acts and execute all other
     documents  and  certificates  necessary  to  consummate  the
     Closing under said Note Purchase Agreements.

      Section 3.  Use of Proceeds.  The proceeds of the Series  C
IT  Notes are to be deposited in the Collateral Account and shall
be  applied  first to the payment of the Series B IT Notes  which
mature  on  February 15, 1998, and the balance of  such  proceeds
shall be applied to accrued interest on the Series B IT Notes and
ulitmately  toward  the  purchase  price  of  Nuclear   Fuel   in
accordance with the directions of the Beneficiary.

      Section  4.   Confirmation of Trust.   The  Trustee  hereby
confirms  by its execution hereof that the declaration  of  trust
embodied in Section 3 of the Trust Agreement shall apply fully to
all  rights,  estates, properties, assets, payments  or  proceeds
received   or   obtained  by  the  Company  pursuant   to   these
Supplemental Instructions, all of which constitute  part  of  the
Trust Estate.

      Section  5.  Other Provisions.  Except as herein  expressly
provided,  all of the terms and provisions of the Trust Agreement
shall  as  nearly as may be practicable apply to all  rights  and
obligations  obtained or incurred by the Trustee or  the  Company
pursuant to these Supplemental Instructions.

      IN  WITNESS WHEREOF, the parties hereto have executed these
Supplemental Instructions the day and year first above written.

                              SYSTEM ENERGY RESOURCES, INC.



                            By:  /s/ Louis E. Buck
                                    Louis E. Buck
                                Vice President, Chief
                                  Accounting Officer
                               and Assistant Secretary


ACCEPTED:

UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee


By:  /s/Louis Young